HEALTHCARE PROFESSIONAL LIABILITY INSURANCE POLICY

Transcription

1 HEALTHCARE PROFESSIONAL LIABILITY INSURANCE POLICY THIS IS A CLAIMS MADE AND REPORTED POLICY. THIS POLICY IS LIMITED TO CLAIMS THAT ARE FIRST MADE AGAINST AN INSURED AND REPORTED TO THE COMPANY IN WRITING DURING THE POLICY PERIOD OR DURING THE EXTENDED REPORTING PERIOD, IF APPLICABLE. PLEASE READ THE ENTIRE FORM CAREFULLY. Various provisions in the policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words you and your refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words we, us, and our refer to the company providing this insurance. The word insured means any person or organization qualifying as such under Section II Who is an Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section VIII Definitions. SECTION I COVERAGE A. Insuring Agreement 1. We will pay amounts that the insured becomes legally required to pay as damages because of medical professional injury that results from acts or omissions in the providing of or failure to provide health care professional services by or for an insured. 2. This coverage applies to medical professional injury only if: a. The injury is caused by a medical incident that takes place in the coverage territory ; b. The medical incident did not occur before the retroactive date shown in the Declarations or after the end of the policy period; and c. A claim or suit, with respect to the medical professional injury is first made against the insured and reported to us in writing, in accordance with Paragraph 4 below, during the policy period or an extended reporting period we provide with accordance with Section V Extended Reporting Period. But this coverage does not apply to any claim or suit that the insured knew about or could have reasonably foreseen or discovered before the original inception date of this coverage. If an insured is added to this policy at any date subsequent to the date this policy first became effective for any insured, we will not cover any claim or suit that results from the activities or business of this subsequently added insured if any insured knew about or could have reasonably foreseen, prior to the first date this policy applies to the subsequently added insured, that a claim or suit could result. 3. We will have the right and duty to defend the insured against any claim or suit for covered damages. We will do so even if any of the allegations of the claim or suit are groundless, false or fraudulent. However, we will have no duty to SSM-0028(4/09) Page 1 of 16

2 defend the insured against any claim or suit seeking damages for injury to which this insurance does not apply. We may, at our discretion, investigate any medical incident and settle any claim or suit that may result. But: a. The amount we will pay for damages is limited as described in Section III Limits of Insurance; and b. Our right and duty to defend ends when we have used up the applicable limit of insurance in payment of judgments or settlements. No other obligation or liability to pay sums or perform other acts or services is covered unless explicitly provided for under Paragraph B Additional Payments below. 4. A claim or suit shall be considered to be first made at the earlier of the following times: a. When notice of such claim or suit is received by any insured. b. When you knew about or should reasonably have known a circumstance was likely to result in a claim or suit. c. When a claim or suit is reported in writing directly to us or one of our agents. A claim or suit received by the insured and reported to us in writing within 30 days after the end of the policy period will be deemed to have been reported on the last day of the policy period. You must report the claim, suit or medical incident in accordance with the terms and conditions of Section IX.A. Notice of Claim or Suit. 5. All claims or suits arising out of the same medical incident will be deemed to have been made at the time of the first of those claims or suits made against any insured. Only the policy in effect when the first such related claim or suit is made and reported to us in writing will apply to all such related claims or suits no matter when those related claims or suits are made or reported. If the first such claim or suit is made prior to the effective date of this policy, this policy will not apply to that claim or suit nor to any related claim or suit made during this policy period or any extended reporting period we provide in accordance with Section V Extended Reporting Period. B. Additional Payments We will pay, with respect to any claim we investigate or settle or any suit against an insured we defend: 1. All expenses we incur. 2. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. 3. All reasonable expenses incurred by the insured, at our request to assist us in the investigation or defense of the claim or suit, including actual loss of earnings up to $500 a day because of time off work. 4. All costs taxed against the insured in the suit. 5. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. SSM-0028(4/09) Page 2 of 16

3 6. All interest on the full amount of the judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limit of insurance. Our duty to make these payments will end when we have used up the limits of insurance that apply with the payment of judgments or settlements. We will have the right to appeal a judgment for medical professional injury in any suit we defend. If we appeal such a judgment, we will pay all expenses which result directly from that appeal. This includes any taxed costs and post judgment interest. These appeal expenses are in addition to the limits of insurance. The results of an appeal will not change the limits of insurance that apply under this coverage part. SECTION II WHO IS AN INSURED A. If your application declares you to be: 1. An individual, you are an insured, but only with respect to the provision of health care professional services by or for you. 2. A partnership or joint venture, you are an insured, but only with respect to the provision of health care professional services by or for you. Your partners or coventurers are also insureds, but only with respect that partner s or co-venturer s liability as such. 3. A limited liability company, you are an insured but only with respect to the provision of health care professional services by or for you. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. 4. A corporation or other organization, you are an insured but only with respect to the provision of health care professional services by or for you. Your executive officers, directors, trustees and governors are insureds, but only with respect to their duties as your officers, directors, trustees or governors. Your stockholders are also insureds, but only with respect to their liability as stockholders. 5. A trust, you are an insured, but only with respect to the provision of health care professional services by or for you. Your trustees are also insureds, but only with respect to their duties as trustees. B. Your employees, students and volunteer workers are insureds, but only for acts or omissions within the course and scope of their duties for you or while performing duties related to the conduct of your business. C. If an insured dies or is adjudged incompetent, this insurance will terminate for that insured. But the insured s legal representative will be an insured for any medical incident previously committed and covered by this policy. D. Your administrators are insureds, but only for their duties as your administrators. E. Persons performing services on or for your formal review boards or committees are insureds, but only while performing covered services required or requested by such boards or committees. F. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as an insured if there is no other similar insurance available to that organization. However, coverage under this provision is afforded only until the 90 th day after you acquire or form the organization or the end of the policy period, whichever is earlier and SSM-0028(4/09) Page 3 of 16

4 provided further that coverage does not apply to medical professional injury that results from a medical incident that occurred before you acquired or formed the organization. The retroactive date of coverage for the newly formed or acquired organization will be the date of acquisition or formation unless we agree, in writing, to a different retroactive date. However, no intern, extern, resident, or dental, osteopathic or medical doctor is an insured for any medical professional Injury that results from acts or omissions in the providing of or failure to provide health care professional services. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III LIMITS OF INSURANCE A. The limits of insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: 1. Insureds; 2. Claims made or suits brought; or 3. Persons or organizations making claims or bringing suits. B. The aggregate limit is the most we will pay for the sum of all damages because of all medical professional injury. C. Subject to the aggregate limit, the each medical incident limit is the most we will pay for all damages because of all medical professional injury arising out of any one medical incident. 1. We will consider a series of related acts or omissions in the providing of or failure to provide health care professional services to be one medical incident. 2. All claims or suits arising out of the same medical incident will be deemed to be a single claim or suit and to have been made at the time of the first of those claims or suits was made against any insured. Only the policy in effect when the first such related claim or suit is made and reported to us in writing will apply to all such related claims or suits no matter when those related claims or suits are made or reported. The limits of this coverage part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding policy period for purposes of determining the limits of insurance. If you change your limits of coverage under this insurance, the new limits do not apply to: 1. Any claim or suit that was made or brought against any insured; or 2. Any claim or suit that any insured reasonably knew about or should have reasonably known about before the effective date of the limits change. SECTION IV DEDUCTIBLES SSM-0028(4/09) Page 4 of 16

5 A. Our obligation under this insurance to pay damages for any covered medical incident on your behalf applies only to the amount of damages in excess of the deductible amount stated in the Declarations Page. The deductible shown in the Declarations Page and the rules below fix the amount of damages over which the limits of coverage will apply regardless of the number of 1. Insureds; 2. Claims made or suits brought; or 3. Persons or organizations making claims or bringing suits. The each medical incident deductible is the amount that will be your responsibility for all damages arising out of any one medical incident. The aggregate deductible is that amount that will be your responsibility for all damages that are first reported during the policy period. The deductible does not apply to any Additional Payments. B. The terms of this insurance, including those with respect to: 1. Our right and duty to defend you against any claim or suit ; and 2. Your duties in the event of a medical incident, claim or suit are irrespective of the application of the deductible amount. C. We may pay any part or all of the deductible amount to effect settlement of a claim or suit and, upon notification of the action taken, you shall reimburse us within thirty (30) days of the notification for such part of the deductible amount as has been paid by us. SECTION V EXTENDED REPORTING PERIOD A. You will have the right to purchase an extended reporting period, as described below, if this coverage part is cancelled or not renewed. B. Extended Reporting Period 1. An extended reporting period is available, but only by endorsement and for an additional charge. The extended reporting period purchased by you is indicated in the Extended Reporting Period endorsement. 2. The extended reporting period starts with the end of the policy period. It does not extend the policy period, change the scope of coverage provided under this coverage part, or reinstate or increase the limits of insurance available under this coverage part. It applies only to medical professional injury caused by a medical incident which occurred on or after the retroactive date shown in the Declarations and before the end of the policy period provided a claim or suit for such medical professional injury is first made and reported to us in writing during the extended reporting period. 3. You must notify us in writing of your intent to purchase the extended reporting period within thirty (30) days after the end of the policy period or the date of termination of the policy, whichever comes first. 4. The extended reporting period will not go into effect unless the premium for this policy is paid in full and you pay the additional premium for the Extended Reporting Period Endorsement promptly when due. Once in effect, the extended reporting period may not be cancelled and the entire premium becomes fully earned. SSM-0028(4/09) Page 5 of 16

6 5. If an Extended Reporting Period Endorsement is issued, its premium will be calculated using the rates and rules in effect when the extended reporting period begins. 6. The insurance provided under the Extended Reporting Period Endorsement will be excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, whose policy period begins or continues after the endorsement takes effect. SECTION VI EXCLUSIONS This insurance does not apply to: A. Violation of an Antitrust Law Any claim or suit for damages arising out of the violation of an antitrust law. B. Aircraft, Auto or Watercraft Injury arising out of the ownership, maintenance, use or entrustment to others of any aircraft, auto or watercraft. Use includes operation and loading or unloading. However, this exclusion does not apply to loading or unloading of patients. C. Asbestos 1. Any liability or obligation of any insured to indemnify or contribute on behalf of any party because of any injury or damage; or 2. Any obligation to investigate, defend or settle any claim or suit against any insured that alleges any injury or damage Arising out of, resulting from or contributed to by the manufacture, mining, use, sale, installation, removal, distribution, transportation of or exposure to asbestos, asbestos products, asbestos fibers or asbestos dust. D. Contractual Liability Injury for which the insured is obligated to pay damages by reason of the assumption of liability in a written contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. E. Sexual or Physical Abuse Any claim or suit based on or arising out of: 1. physical assault, abuse, molestation, or habitual or intentional neglect, or licentious immoral, amoral or other behavior that was committed or alleged to have been committed by the insured or by any person for whom the insured is legally responsible; and/or 2. sexual assault, abuse or molestation, or licentious, immoral, amoral or other behavior which was threatened, intended to, lead to or culminated in, any sexual act whether committed intentionally, negligently, inadvertently or with the belief, erroneous or otherwise, that the other party is consenting and has the legal and mental capacity to consent thereto, that was committed, or alleged to have been committed by the insured or by any person for whom the insured is legally responsible. SSM-0028(4/09) Page 6 of 16

7 This exclusion applies regardless of the legal theory or basis upon which the insured is alleged to be legally liable or responsible in whole or in part, for any damages arising out of sexual and/or physical abuse, including but not limited to assertions of improper or negligent hiring, employment or supervision, failure to protect or warn the other party, failure to prevent the sexual abuse and/or physical abuse, failure to prevent assault and battery, or failure to discharge the employee. F. Dishonest, Fraudulent, Malicious, Uninsurable Acts. Any claim or suit arising out of any dishonest, fraudulent, criminal or malicious act, including reckless violation of any statute, or any act deemed uninsurable by law, committed by any insured. G. Directors and Officers Any claim or suit for damages arising from any wrongful act of any of your directors or officers in the discharge or performance of their duties as such. Or, any claim or suit for damages against any corporation brought by any director or officer for indemnification or to be reimbursed for any damages to which any director or officer is or was a party which is based on a wrongful act. This exclusion does not apply to medical professional injury. H. Employers Liability Bodily injury to: 1. An employee of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to he conduct of the insured s business; or 2. The spouse, child, parent, brother or sister of that employee as a consequence of Paragraph 1. above. This exclusion applies: a. Whether the insured may be liable as an employer or in any other capacity; and b. To any obligations to share damages with or repay someone else who must pay damages because of the injury. I. Employment-Related Practices J. ERISA 1. Any claim or suit resulting from: a. Refusal of employment; b. Termination of Employment; or c. Employment-related practices, policies, acts or omissions including coercion, demotion, evaluation, reassignment, discipline, false imprisonment, invasion of rights to privacy, infliction of emotional distress, defamation, harassment, humiliation or discrimination. 2. Any claim or suit from the spouse, child, parent, brother or sister as a consequence of injury or damage to that person at whom any of the employmentrelated practices described in Paragraphs (a), (b), or (c) above is directed. SSM-0028(4/09) Page 7 of 16

8 Any claim or suit for any violation or alleged violation of the Employee Retirement Income Security Act of 1974 or any amendment or addition to this act or similar provisions of any federal, state or local law. K. Non-Monetary damages Any claim or suit for non-monetary damages. L. Nuclear Energy Liability 1. Any claim or suit for which any insured is also protected under a nuclear energy liability insurance policy or would have been protected under such a policy if that policy s limits of coverage had not been used up. 2. Any claim or suit that results from the hazardous property of nuclear material and for which: a. any insured is required by law to maintain financial protection in accordance with the Federal Atomic Energy Act, or any of its amendments; or b. any insured is entitled, or would have been entitled had this insurance not been issued, to indemnity from the United States government, or any of its agencies, under any contract or agreement between the government, or any of its agencies, and any insured. 3. Any claim or suit that results from the hazardous properties of Nuclear Material when: a, the nuclear material is located at, or at any time discharges or disperses from, a nuclear facility which is or was at any time owned by any insured, or operated by or for any insured; b. the nuclear material is contained in spent nuclear fuel or nuclear waste that is or was at any time possessed, handled, used, processed, stored, transported, or disposed of by or for any insured; or c. the claim or suit results from the furnishing by any insured of services, materials, parts or equipment in connection with the planning, maintenance, operation, or use of any nuclear facility. M. Other Coverage Parts Any claim or suit which is covered under any other coverage part attached to this policy, unless otherwise stated. O. Pollution 1. Any claim or suit resulting from the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants at any time. 2. Any claim, suit, cost or expense resulting from: a. Any request, demand or order that any insured test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of pollutants; or b. Any claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of pollutants. P. Workers Compensation and Similar Laws SSM-0028(4/09) Page 8 of 16

9 Any obligation of the insured under a workers compensation, disability benefits or unemployment compensation law or any similar law. Q. War or Terrorism Any injury or damage or medical expense that results either directly or indirectly out of: 1. War, including undeclared or civil war; or 2. Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or 3. Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these; or 4. "Terrorism", including any action taken in hindering or defending against an actual or expected incident of "terrorism" regardless of any other cause or event that contributes concurrently or in any sequence to the injury or damage. However, with respect to "terrorism", this exclusion only applies if one or more of the following are attributable to an incident of "terrorism": a. The total of insured damage to all types of property exceeds $25,000,000. In determining whether the $25,000,000 threshold is exceeded, we will include all insured damage sustained by property of all persons and entities affected by the "terrorism" and business interruption losses sustained by owners or occupants of the damaged property. For the purpose of this provision, insured damage means damage that is covered by any insurance plus damage that would be covered by any insurance but for the application of any terrorism exclusions; or b. Fifty or more persons sustained death or serious physical injury. For the purposes of this provision, serious physical injury means: 1) Physical injury that involves a substantial risk of death; or 2) Protracted and obvious physical disfigurement; or 3) Protracted loss of or impairment of the function of a bodily member or organ; or c. The "terrorism" involves the use, release or escape of nuclear materials, or directly or indirectly results in nuclear reaction or radiation or radioactive contamination; or d. The "terrorism" is carried out by means of the dispersal or application of pathogenic or poisonous biological or chemical materials; or e. Pathogenic or poisonous biological or chemical materials are released, and it appears that one purpose of the "terrorism" was to release such materials. Paragraphs a. and b., immediately preceding, describe the thresholds used to measure the magnitude of an incident of "terrorism" and the circumstances in which the threshold will apply for the purpose of determining whether the Terrorism Exclusion will apply to that incident. When the Terrorism Exclusion applies to an incident of "terrorism", there is no coverage under this Coverage Part. In the event of any incident of "terrorism" that is not subject to the Terrorism Exclusion, coverage does not apply to any loss or damage that is otherwise excluded under this Coverage Part. Multiple incidents of "terrorism" which occur within a seventy-two hour period and appear to be carried out in concert or to have a related purpose or common leadership shall be considered to be one incident. SSM-0028(4/09) Page 9 of 16

10 SECTION VII OTHER INSURANCE This insurance is excess of any other valid and collectible insurance available to you whether that insurance is stated to be primary, pro-rata, contributory, excess, contingent or otherwise, unless that insurance specifically applies as excess insurance over this coverage part. SECTION VIII DEFINITIONS A. Administrators means any administrator, superintendent or chief executive officer, chief operating officer, chief financial officer, medical director, department head or staff member that performs administrative services for you. B. Auto means a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment. But auto does not include mobile equipment. C. Bodily Injury means any physical harm, including sickness, disease or death, to the physical health of other persons. It includes mental anguish, injury or illness, emotional distress, that results from such physical harm, sickness or disease. D. Claim means a demand which seeks damages or any circumstance which is likely to result in a demand for damages. However, we will not consider a patient incident report, variance report, or any other report, made for loss prevention purposes, to be a claim, even if you send it to us or one of our agents. E. Coverage Territory means the United States of America (including its territories and possessions), Puerto Rico and Canada; and all parts of the world if the insured s responsibility to pay damages is determined in a claim or suit that is brought in the aforementioned territory, or in a settlement that we agree to. However, the coverage territory does not include any country or jurisdiction which is subject to trade or other economic sanction or embargo by the United States of America. F. Damages means compensatory judgments, settlements or awards but does not include punitive or exemplary Damages, fines, or penalties, the return of fees or other consideration paid to the insured, or the portion of any award or judgment caused by the multiplication of actual Damages under federal or state law. However, if a Suit is brought against the insured with respect to a claim for alleged acts or omissions falling within the scope of coverage afforded by this insurance seeking both compensatory and punitive or exemplary Damages, then the Company will afford a defense to such action, without liability however, for payment of such punitive or exemplary Damages. G. Employee includes a leased worker. Employee does not include temporary worker. H. Executive Officer means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. I. Hazardous properties include radioactive, toxic or explosive properties. J. Health Care Professional Services means: a. Medical, surgical, dental, x-ray, nursing, mental or other similar health care professional services or treatments. SSM-0028(4/09) Page 10 of 16

11 b. Providing or dispensing of food, beverages, medications or medical supplies or appliances in connection with services described in paragraph J.a. above. c. Handling or treatment of dead bodies, including autopsies, organ donation or harvesting, or other procedures. d. The work of your formal accreditation, standards review or equivalent professional board or committee, done for any insured while: i. Evaluating the professional qualifications or clinical performance of any provider of health care professional services; or ii. Promoting and maintaining the quality of health care professional services being provided. e. The execution, or failure to execute a decision or directive of your formal accreditation, standards review or equivalent professional board or committee. K. Leased Worker means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. Leased Worker does not include a temporary worker. L. Medical Incident means any act or omission in the providing of or failure to provide health care professional services to your patients that results in medical professional injury. We will consider a series of related acts or omissions in the providing of or failure to provide health care professional services to be one medical incident. M. Medical professional injury means injury, including death, to others that results from acts or omissions in the providing of or failure to provide health care professional services by or for an insured. N. Mobile Equipment means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted power cranes, shovels, loaders, diggers or drills; or road construction or resurfacing equipment such as graders, scrapers or rollers. Vehicles not described in Paragraphs 1, 2, 3, or 4 above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: i. Air compressors, pumps and generators, including spraying, welding, building, cleaning, geophysical exploration, lighting and well servicing equipment; or ii. Cherry pickers and similar devices used to raise and lower workers; e. Vehicles not described in Paragraphs 1, 2, 3 or 4 above maintained primarily for purposes other than the transportation of persons or cargo. However, self propelled vehicles with the following types of permanently attached equipment are not mobile equipment but will be considered autos : i. Equipment designed primarily for snow removal; road maintenance, but not construction or resurfacing; or street cleaning. ii. Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and SSM-0028(4/09) Page 11 of 16

12 iii. Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. O. Nuclear Facility means any nuclear reactor, uranium isotopes separation device or equipment, special nuclear material device or equipment, or nuclear waste site. Nuclear facility includes the site on which it is located, all operations conducted on such site, and all premises used for such operations. P. Nuclear Reactor means any device, equipment, or machine designed or used to: a. sustain nuclear fission in a self-supporting chain reaction; b. contain a critical mass of fissionable material. Q. Nuclear Material means any of the following materials which are defined in the federal Atomic Energy Act, or any of its amendments: a. Source material; b. Special nuclear material; or c. By-product material. R. Nuclear Waste Site means any structure, basin, excavation, premises or place prepared or used for the storage or disposal of nuclear waste. S. Nuclear waste means any waste material that contains by-product material and results from the operation of any nuclear reactor, or uranium isotopes separation device or equipment by any insured. Nuclear waste does not include tailings or wastes that result from the extraction or concentration of uranium or thorium from any ore processed primarily for its source material content. T. Occurrence means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. U. Original Inception Date means the beginning date of the earliest insurance from which we have continuously provided protection for this coverage part. V. Pollutants mean any solid, liquid, gaseous, or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. W. Retroactive Date means the date shown in the Declarations Page on or after which any medical incident must have occurred in order for coverage under this insurance to apply. If no retroactive date is shown, the retroactive date is the same date as the inception date of this coverage page. X. Special nuclear material device or equipment means any device or equipment used for the processing, fabricating, or alloying of special nuclear material if the total amount of such material is at any time in the custody of any insured at the premises where the device or equipment is located and is more than 25 grams of plutonium or uranium 233, or any combination of those two materials; or is more than 250 grams of Uranium 235. Y. Spent nuclear fuel means any solid or liquid fuel element or component that has been exposed to radiation or used in a nuclear reactor. SSM-0028(4/09) Page 12 of 16

13 Z. Suit means a civil proceeding in which damages because of medical professional injury to which this insurance applies are alleged. Suit includes: 1. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; and 2. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. AA. BB. CC. DD. EE. Temporary Worker means a person who is furnished to you to substitute for a permanent employee on leave or to meet seasonal or short-term workload conditions. "Terrorism" means activities against persons, organizations or property of any nature: 1. That involve the following or preparation for the following: a. Use or threat of force or violence; or b. Commission or threat of a dangerous act; or c. Commission or threat of an act that interferes with or disrupts an electronic, communication, information, or mechanical system; and 2. When one or both of the following applies: a. The effect is to intimidate or coerce a government or the civilian population or any segment thereof, or to disrupt any segment of the economy; or b. It appears that the intent is to intimidate or coerce a government, or to further political, ideological, religious, social or economic objectives or to express (or express opposition to) a philosophy or ideology. Uranium isotopes separation device or equipment means any device or equipment designed or used for separating the isotopes of uranium or plutonium; processing or utilizing spent nuclear fuel; or handling, processing or packaging nuclear waste. Volunteer Worker means a person who is not your employee, and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. Wrongful Act means any actual or alleged error, misstatement, misleading statement, act or omission, neglect or breach of duty while acting in your capacity as a director or officer. SECTION IX CLAIMS A. Notice of Claim or Suit: As a condition precedent to the right to the protection afforded by this insurance, the insured shall, as soon as practicable, give the Company written notice of any claim, suit or medical incident made against the insured. In the event suit is brought against the insured, the insured shall IMMEDIATELY forward to the Company every demand, notice, summons or other process received by him or by his representatives. SSM-0028(4/09) Page 13 of 16

14 B. Assistance and Cooperation of the Insured: The insured shall cooperate with the Company and upon the Company s request shall submit to examination and interrogation by a representative of the Company, under oath if required, and shall attend hearings, depositions and trials and shall assist in effecting settlement, securing and giving evidence, obtaining the attendance of witnesses and in the conduct of suits, as well as in the giving of a written statement or statements to the Company s representatives and meeting with such representatives for the purpose of investigation and/or defense, all without charge to the Company. The insured shall further cooperate with the Company and do whatever is necessary to secure and effect any right of indemnity, contribution or apportionment which the insured may have. The insured shall not, except at his own cost, make any payment, admit any liability, settle any Claims, assume any obligation or incur any expense without the written consent of the Company. C. Subrogation: In the event of any payment under this policy, the Company shall be subrogated to all the insured s rights of recovery therefore against any person or organization, and the isured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The insured shall do nothing to prejudice such rights. The Company shall not exercise any such rights against any person, firms or corporations included in the definition of insured. Notwithstanding the foregoing, however, the Company reserves the right to exercise any rights of subrogation against an insured in respect of any Claim brought about or contributed to by the intentional, dishonest, fraudulent, criminal or malicious act or omission of such insured. Any amount recovered shall first be used for the repayment of expenses incurred toward subrogation; second, to any loss and expense payment by the insured in excess of any deductible(s); third, to any loss and expense payments by any excess carrier on behalf of the insured; fourth, to any loss and expense payments by any primary carrier on behalf of the insured; and, last, to repayment of the insured s deductible. D. Action Against the Company: No action shall lie against the Company unless, as a condition precedent thereto, the insured shall have fully complied with all the terms of this policy, nor until the amount of the insured s obligation to pay shall have been fully and finally determined either by judgment against the insured after actual trial or by written agreement of the insured, the claimant and the Company. Nothing contained in this policy shall give any person or organization any right to join the Company as a co-defendant in any action against the insured to determine the insured s liability. Bankruptcy or insolvency of the insured or of the insured s estate shall not relieve the Company of any of its obligations hereunder. E. False or Fraudulent Claims: If any insured shall commit fraud in proffering any Claim, this insurance shall become void as to such insured from the date such fraudulent claim is proffered. SECTION X - OTHER CONDITIONS A. Application: By acceptance of this policy, the insured agrees that the statements in the applications are his representations, that they shall be deemed material, that this policy is issued in reliance upon the truth of such representations and that this policy embodies all agreements existing between himself and the Company, or any of its agents, relating to this insurance. B. Prevention of Loss: In the event of an Occurrence involving the operations/hazards covered by this Policy, the insured shall promptly, at this expense, take all reasonable SSM-0028(4/09) Page 14 of 16

15 steps to prevent other Personal Injury or Property Damage from arising out of the same or similar conditions. C. Other Insurance: This insurance shall be in excess of the amount of the applicable deductible of this policy and any other valid and collectible insurance available to the insured, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as specific excess insurance over the limits of liability provided in this policy. D. Changes: Notice to any agent of knowledge possessed by any agent or other person acting on behalf of the Company shall not effect a waiver or a change in any part of this policy or estop the Company from asserting any right under the terms of the policy, nor shall the terms of this policy be waived or changed, except by endorsement issued to form a part of this policy. E. Assignment: Assignment of interest under this policy shall not bind the Company unless its consent is endorsed hereon. F. Cancellation: This policy may be cancelled by the Named Insured on behalf of all insureds by surrender thereof to the Company or by mailing to the aforementioned written notice stating when thereafter such cancellation shall become effective. If cancelled by the Named Insured, the Company shall retain the customary short rate proportion of the premium This policy may be cancelled by the Company by mailing to the Named Insured, at the address stated in the Declarations, written notice stating when, not less than thirty (30) days thereafter, such cancellation shall be effective. However, if the Company cancels the policy because the Named Insured has failed to pay a premium or deductible when due, this policy may be cancelled by the Company by mailing a written notice of cancellation to the Named Insured stating when, not less than ten (10) days thereafter, such cancellation shall be effective. The mailing of notice as aforementioned shall be sufficient notice and the effective date of cancellation stated in the notice shall become the end of the Policy Period. Such notice shall be conclusive on all insureds. Delivery of such written notice by the Named Insured or the Company shall be equivalent to mailing. If cancelled by the Company, earned premium shall be computed pro rata. G. Premium and Audit: Upon expiration of this policy, at the Company s request, the Named Insured shall furnish to the Company a statement of the insured s actual total Sales or other premium base for the policy period. The actual earned premium shall be computed thereon at the premium rate in effect at policy inception. If the actual earned premium is more than the premium shown on the Declarations, the insured may be required to pay the difference to the Company. The Company, or its authorized representatives shall have the right to require of the insured, at any time within the said Policy Period, or one year thereafter, a sworn statement of the entire amount of the premium base during the whole or specific part of the said period, and the Named Insured shall furnish said statement within ten (10) days after request. The statement referred to shall be subject to verification and audit by a duly authorized representative of the Company, who shall have the right and opportunity to examine the books and records of the insured as respects such basis of premium, and such examination may be made at any time during the said period and within three (3) years thereafter. The rendering of any estimate or statement or the making of any previous settlement shall not bar the examination herein provided for, nor the Company s right to additional premium. H. Inspection: Any of the Company s authorized representatives shall have the right and opportunity, whenever the Company so desires, to inspect at any reasonable time the SSM-0028(4/09) Page 15 of 16

16 insured s premises and operations, but the Company assumes no responsibility or duty by reason of such inspection or the omission thereof. The insured agrees to provide appropriate personnel to assist the Company s representatives during such inspection without cost to the Company. I. Authorization: By acceptance of this policy, the first person or Entity named in Item 1 of the Declarations agrees to act as Named Insured with respect to the giving and receiving of all notice as provided herein; the exercising of the Optional Extended Reporting Period, the cancellation of this policy, the payment of premiums and deductibles, the receiving of any return premiums that may become due; and the insureds agree that such person or entity shall act on their behalf. SSM-0028(4/09) Page 16 of 16